As filed with the Securities and Exchange Commission on May 25, 2000
Registration No. 333-____________
================================================================================
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
eGLOBE, INC.
-------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-3486241
-------- ----------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1250 24TH STREET, N.W., SUITE 715
WASHINGTON, D.C. 20037
- --------------------------------------- -----------
(Address of Principal Executive Offices) (Zip Code)
eGLOBE, INC.
1995 EMPLOYEE STOCK OPTION AND APPRECIATION RIGHTS PLAN
---------------------------------------------------------
(Full title of the plans)
CHRISTOPHER J. VIZAS, II
CO-CHAIRMAN AND CHIEF EXECUTIVE OFFICER
eGLOBE, INC.
1250 24TH STREET, N.W., SUITE 725
WASHINGTON, D.C., 20037
(202) 822-8981
(Name, address and telephone number of agent for service)
Copy to:
STEVEN M. KAUFMAN, ESQ.
HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004
(202) 637-5600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Proposed Proposed
Title of securities Amount to be maximum offering price maximum aggregate Amount of
to be registered registered per share (2) offering price (2) registration fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK,
PAR VALUE $.001 3,750,000(1) $4.2219 $15,832,012.50 $4,179.65
===================================================================================================================================
</TABLE>
(1) Represents shares of Common Stock issuable pursuant to the eGlobe, Inc.
1995 Employee Stock Option and Appreciation Rights Plan, as amended.
(2) Estimated pursuant to Rule 457(h) under the Securities Act solely for
purposes of calculating the amount of the registration fee.
Pursuant to Rule 429 under the Securities Act, this Registration Statement also
amends the information contained in the earlier registration statement relating
to, among other plans, the eGlobe, Inc. 1995 Employee Stock Option and
Appreciation Rights Plan: Registration Statement No. 333-15057, filed on October
30, 1996, Registration Statement No. 333-63043, filed on September 8, 1998, and
Registration Statement No. 333-88633, filed on October 8, 1999.
================================================================================
<PAGE>
EXPLANATORY NOTE
As permitted by General Instruction E to the Form S-8, this Registration
Statement incorporates by reference the information contained in three earlier
registration statements relating to, among other plans, the eGlobe, Inc. 1995
Employee Stock Option and Appreciation Rights Plan, filed on October 30, 1996,
Registration Statement No. 333-15057, filed on September 8, 1998, Registration
Statement No. 333-63043, and filed on October 8, 1999, Registration Statement
No. 333-88633.
On January 28, 2000, the Board of Directors of eGlobe, Inc. (the "Company")
approved and adopted, subject to stockholder approval, amendments to the
Company's 1995 Employee Stock Option and Appreciation Rights Plan (as amended
and restated, the "Employee Plan"). The amendments included an amendment to
Article 4 of the Plan to increase the number of shares of Common Stock, par
value $.001 ("Common Stock"), of the Company reserved under the Plan from
3,250,000 to 7,000,000. Such increase reflects an increase of an additional
3,750,000 shares of Common Stock. This increase was needed to have options
available for grants made to the Company's outside directors and executive
officers, as well as employees of Trans Global Communications, Inc., which the
Company recently acquired pursuant to a merger of one of the Company's wholly
owned subsidiaries with and into Trans Global, and employees of other companies
acquired by the Company or that may be acquired in the future. The Company's
stockholders approved the amendment to the Plan at the special meeting of
stockholders held on March 23, 2000. Accordingly, as amended, the total number
of shares of Common Stock available under the Plan is 7,000,000, of which
3,750,000 shares are being registered hereunder.
A complete description of the amendment to the Plan is included in the
Company's definitive proxy statement on Schedule 14A dated February 14, 2000,
with respect to the Company's special meeting of stockholders held on March 23,
2000.
2
<PAGE>
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
<S> <C>
4.1 eGlobe, Inc. 1995 Employee Stock Option and Appreciation
Rights Plan, as amended and restated.
5.1 Opinion of Hogan & Hartson L.L.P. with respect to the
legality of the Common Stock registered hereby.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Berkowitz Dick Pollack & Brant LLP.
23.4 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
</TABLE>
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Washington, D.C., on the 24th day of May, 2000.
eGLOBE, INC.
By: /s/ CHRISTOPHER J. VIZAS, II
---------------------------------
Christopher J. Vizas, II
Co-Chairman and Chief Executive Officer
(Duly Authorized Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Christopher J. Vizas, II, David Skriloff and Anne
E. Haas, jointly and severally, each in his own capacity, his true and lawful
attorneys-in-fact, with full power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement (including post-effective amendments to this
Registration Statement), and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
with full power and authority to do so and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ CHRISTOPHER J. VIZAS, II Co-Chairman, Chief Executive Officer and May 24, 2000
- -------------------------------- Director (Principal Executive Officer)
Christopher J. Vizas, II
/s/ DAVID SKRILOFF Chief Financial Officer (Principal May 24, 2000
- -------------------------------- Financial Officer)
David Skriloff
/s/ ANNE E. HAAS Controller and Treasurer (Principal May 24, 2000
- -------------------------------- Accounting Officer)
Anne E. Haas
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ ARNOLD S. GUMOWITZ Co-Chairman and Director May 24, 2000
- --------------------------------
Arnold S. Gumowitz
/s/ DAVID W. WARNES Director May 24, 2000
- --------------------------------
David W. Warnes
/s/ RICHARD H. KRINSLEY Director May 24, 2000
- --------------------------------
Richard H. Krinsley
/s/ DONALD H. SLEDGE Director May 24, 2000
- --------------------------------
Donald H. Sledge
/s/ JAMES O. HOWARD Director May 24, 2000
- --------------------------------
James O. Howard
Director May 24, 2000
- --------------------------------
Richard Chiang
/s/ JOHN H. WALL Director May 24, 2000
- --------------------------------
John H. Wall
/s/ GARY GUMOWITZ Director May 24, 2000
- --------------------------------
Gary Gumowitz
/s/ JOHN HUGHES Director May 24, 2000
- --------------------------------
John Hughes
</TABLE>
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
------------- -----------------------
<S> <C>
4.1 eGlobe, Inc. 1995 Employee Stock Option and Appreciation
Rights Plan, as amended and restated.
5.1 Opinion of Hogan & Hartson L.L.P. with respect to the
legality of the Common Stock registered hereby.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Berkowitz Dick Pollack & Brant LLP.
23.4 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
</TABLE>
EXHIBIT 4.1
eGLOBE, INC.
1995 EMPLOYEE STOCK OPTION AND
APPRECIATION RIGHTS PLAN
AS AMENDED AND RESTATED
<PAGE>
TABLE OF CONTENTS
1. Purpose ....................................................... 1
2. General Provisions............................................... 1
3. Eligibility...................................................... 2
4. Number of Shares Subject to Plan................................. 2
5. Stock Options.................................................... 2
6. Stock Appreciation Rights........................................ 6
7. Effect of Changes in Capitalization.............................. 8
8. Nontransferability............................................... 9
9. Amendment, Suspension, or Termination of Plan.................... 10
10. Effective Date................................................... 10
11. Termination Date................................................. 10
12. Resale of Shares Purchased....................................... 10
13. Acceleration of Rights and Options............................... 10
14. Written Notice Required; Tax Withholding......................... 11
15. Compliance with Securities Laws.................................. 11
16. Waiver of Vesting Restrictions by Committee...................... 12
17. Reports to Participants.......................................... 12
18. No Employee Contract............................................. 12
i
<PAGE>
eGLOBE, INC.
1995 EMPLOYEE STOCK OPTION AND
APPRECIATION RIGHTS PLAN
AS AMENDED AND RESTATED
1. Purpose. eGlobe, Inc. hereby establishes its 1995 Employee Stock Option
and Appreciation Rights Plan (the "Plan"). The purpose of the Plan is to advance
the interests of Executive TeleCard, Ltd. and its subsidiaries (collectively
"the Company") and the Company's stockholders by providing a means by which the
Company shall be able to attract and retain competent employees, officers,
non-employee directors, consultants and advisors by providing them with an
opportunity to participate in the increased value of the Company which their
effort, initiative, and skill have helped produce.
2. General Provisions.
(a) The Plan will be administered by the Compensation Committee of the
Board of Directors of the Company (the "Committee"), provided, however, that
except as otherwise expressly provided in this Plan or in order to comply with
Rule 16b-3 under the Securities Exchange Act of 1934, as now in effect or as
hereafter amended (the "Exchange Act"), the Board of Directors of the Company
(the "Board") may exercise any power or authority granted to the Committee under
this Plan. The Committee shall be comprised of two or more directors designated
by the Board.
(b) The Committee shall have full power to construe and interpret the Plan
and to establish and amend rules and regulations for its administration. Any
action of the Committee with respect to the Plan shall be taken by majority vote
or by the unanimous written consent of the Committee members.
(c) The Committee shall determine, in its sole discretion, which
participants under the Plan shall be granted stock options or stock appreciation
rights, the time or times at which options or rights are granted, as well as the
number and the duration of the options or rights which are granted to
participants; provided, however, that no participant may be granted options to
purchase more than 500,000 shares of common stock of the Company ("Common
Stock") under the Plan in any two (2) year period.
(d) The Committee shall also determine any other terms and conditions
relating to options and rights granted under the Plan as the Committee may
prescribe, in its sole discretion.
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<PAGE>
(e) The Committee shall make all other determinations and take all other
actions which it deems necessary or advisable for the administration of the
Plan.
(f) All decisions, determinations and interpretations made by the Committee
shall be binding and conclusive on all participants in the Plan and on their
legal representatives, heirs and beneficiaries.
3. Eligibility. The Company's employees, non-employee directors, advisors,
consultants and any other individual whose participation in the Plan is
determined to be in the best interests of the Company by the Board shall be
eligible to participate in the Plan and to receive options and rights hereunder,
provided, however, that Incentive Stock Options may only be granted to employees
of the Company or its subsidiaries.
4. Number of Shares Subject to Plan. The aggregate number of shares of the
Company's Common Stock which may be granted to participants shall be 7,000,000
shares, subject to adjustment only as provided in Sections 5(h) and 7 hereof.
These shares may consist of shares of the Company's authorized but unissued
Common Stock or shares of the Company's authorized and issued Common Stock
reacquired by the Company and held in its treasury or any combination thereof.
If an option granted under this Plan is surrendered, or for any other reason
ceases to be exercisable in whole or in part, the shares as to which the option
ceases to be exercisable shall be available for options to be granted to the
same or other participants under the Plan, except to the extent that an option
is deemed surrendered by the exercise of a tandem stock appreciation right and
that right is paid by the Company in stock, in which event the shares issued in
satisfaction of the right shall not be available for new options or rights under
the Plan. Further, shares issued under the Plan through the settlement,
assumption or substitution of outstanding awards or obligations to grant future
awards as a result of acquiring another entity shall not reduce the maximum
number of shares available for delivery under the Plan.
5. Stock Options.
(a) Type of Options. Options granted may be either Nonqualified Stock
Options or Incentive Stock Options as determined by the Committee in its sole
discretion and as reflected in the Notice of Grant issued by the Committee.
"Incentive Stock Option" means an option intended to qualify as an incentive
stock option within the meaning of ss. 422 of the Internal Revenue Code of 1986
(the "Code"). "Nonqualified Stock Option" means an option not intended to
qualify as an Incentive Stock Option or an Incentive Stock Option which is
converted to a Nonqualified Stock Option under Section 5(f) hereof.
2
<PAGE>
(b) Option Price. The price at which options may be granted under the Plan
shall be determined by the Committee at the time of grant as follows:
(i) For Incentive Stock Options the option price shall be equal to
100% of the Fair Market Value of the stock on the date the option is
granted; provided, however, that for Incentive Stock Options granted to any
person who, at the time such option is granted, owns (as defined in ss. 422
of the Code) shares possessing more than 10% of the total combined voting
power of all classes of shares of the Company or its parent or subsidiary
corporation, the option price shall be 110% of the Fair Market Value.
(ii) For Nonqualified Stock Options the option price shall be not less
than the par value of a share of the Stock covered by the Option.
(iii) For purposes of this Plan, and except as otherwise set forth
herein, "Fair Market Value" shall mean: (A) if there is an established
market for the Company's Common Stock on a stock exchange, in an
over-the-counter market or otherwise, shall be the closing price of the
shares of Common Stock on such exchange or in such market (the highest such
closing price if there is more than one such exchange or market) on the
valuation date, or (B) if there were no such sales on the valuation date,
then in accordance with Treas. Reg. ss. 20.2031-2 or successor regulations.
Unless otherwise specified by the Committee at the time or grant (or in the
formula proposed for such grant, if applicable), the valuation date for
purposes of determining Fair Market Value shall be the date of grant. The
Committee (or the Board of Directors with respect to grants to Committee
members pursuant to Section 5(g) hereof may specify in any grant of an
option or stock appreciation right that, instead of the date of grant, the
valuation date shall be a valuation period of up to ninety (90) days prior
to the date of grant, and Fair Market Value for purposes of such grant
shall be the average over the valuation period of the closing price of the
shares of Common Stock on such exchange or in such market (the highest such
closing price if there is more than one such exchange or market) on each
date on which sales were made in the valuation period, provided, however,
that if the Committee (or the Board of Directors) fails to specify a
valuation period and there were no sales on the date of grant then Fair
Market Value shall be determined as if the Committee had specified a thirty
(30) day valuation period for such determination, unless there is no
established market for the Company's Common Stock in which case the
determination of Fair Market Value shall be in accordance with clause (B)
above.
(c) Exercise of Option. The right to purchase shares covered by any option
under this Plan shall be exercisable only in accordance with the terms and
conditions of the grant to the participant. Such terms and conditions may
include a time period or schedule whereby some of the options granted may become
exercisable, or "vested", over time and certain conditions, such as continuous
service
3
<PAGE>
or specified performance criteria or goals, must be satisfied for such vesting.
The determination as to whether to impose any such vesting schedule or
performance criteria, and the terms of such schedule or criteria, shall be
within the sole discretion of the Committee. These terms and conditions may be
different for different participants so long as all options satisfy the
requirements of the Plan.
The exercise of options shall be paid for in cash or in shares of the
Company's Common Stock, or any combination thereof. Shares tendered as payment
for option exercises shall, if acquired from the Company, have been held for at
least six months and shall be valued at the Fair Market Value of the shares on
the date of exercise. The Committee may, in its discretion, agree to a loan by
the Company to one or more participants of a portion of the exercise price (not
to exceed the exercise price minus the par value of the shares to be acquired,
if any) for up to three (3) years with interest payable at the prime rate quoted
in the Wall Street Journal on the date of exercise. Members of the Committee may
receive such loans from the Company for the exercise of their options, if any,
only with approval by the Board.
The Committee may also permit a participant to effect a net exercise of an
option without tendering any shares of the Company's stock as payment for the
option. In such an event, the participant will be deemed to have paid for the
exercise of the option with shares of the Company's stock and shall receive from
the Company a number of shares equal to the difference between the shares that
would have been tendered and the number of options exercised. Members of the
Committee may effect a net exercise of their options only with the approval of
the Board.
The Committee may also cause the Company to enter into arrangements with
one or more licensed stock brokerage firms whereby participants may exercise
options without payment therefor but with irrevocable orders to such brokerage
firm to immediately sell the number of shares necessary to pay the exercise
price for the option and the withholding taxes, if any, and then to transmit the
proceeds from such sales directly to the Company in satisfaction of such
obligations.
The Committee may prescribe forms which must be completed and signed by a
participant and tendered with payment of the exercise price in order to exercise
an option.
(d) Duration of Options. Unless otherwise prescribed by the Committee or
this Plan, options granted hereunder shall expire ten (10) years from the date
of grant, subject to early termination as provided in Section 5(f) hereof.
(e) Incentive Stock Options Limitations. In no event shall an Incentive
Stock Option be granted to any person who, at the time such option is
4
<PAGE>
granted, owns (as defined in ss. 422 of the Code) shares possessing more than
10% of the total combined voting power of all classes of shares of the Company
or of its parent or subsidiary corporation, unless the option price is at least
110% of the Fair Market Value of the stock subject to the Option, and such
Option is by its terms not exercisable after the expiration of five (5) years
from the date such Option is granted. Moreover, the aggregate Fair Market Value
(determined as of the time that option is granted) of the shares with respect to
which Incentive Stock Options are exercisable for the first time by any
individual employee during any single calendar year under the Plan shall not
exceed $100,000. In addition, in order to receive the full tax benefits of an
Incentive Stock Option, the employee must not resell or otherwise dispose of the
stock acquired upon exercise of the Incentive Stock Option until two (2) years
after the date the option was granted and one (1) year after it was exercised.
(f) Early Termination of Options. In the event a participant's employment
with or service to the Company shall terminate as the result of total
disability, as defined below, or the result of retirement at 65 years of age or
later, then any options granted to such participant shall expire and may no
longer be exercised three (3) months after such termination. If the participant
dies while employed or engaged by the Company, to the extent that the option was
exercisable at the time of the participant's death, such option may, within one
year after the participant's death, be exercised by the person or persons to
whom the participant's rights under the option shall pass by will or by the
applicable laws of descent and distribution; provided, however, that an option
may not be exercised to any extent after the expiration of the option as
originally granted. In the event a participant's employment or engagement by the
Company shall terminate as the result of any circumstances other than those
referred to above, whether terminated by the participant or the Company, with or
without cause, then all options granted to such participant under this Plan
shall terminate and no longer be exercisable as of the date of such termination,
provided, however, that if an employee with an Incentive Stock Option terminates
employment prior to its exercise, but notwithstanding such termination becomes
or remains a non-employee advisor, consultant or director eligible for
Nonqualified Stock Options hereunder or any other stock option plan of the
Company, then the Incentive Stock Option shall be converted to a Nonqualified
Stock Option on the date the Incentive Stock Option would otherwise have
terminated. A change in a participant's status from one eligible category to
another (e.g., from an employee to a consultant) without a break in service
shall not be considered a termination of that participant's employment or
engagement for purposes hereof.
An employee who is absent from work with the Company because of total
disability, as defined below, shall not by virtue of such absence alone be
deemed to have terminated such participant's employment with the Company. All
rights which such participant would have had to exercise options granted
hereunder will be suspended during the period of such absence and may be
exercised
5
<PAGE>
cumulatively by such participant upon his return to the Company so long as such
rights are exercised prior to the expiration of the option as originally
granted. For purposes of this Plan, "total disability" shall mean disability, as
a result of sickness or injury, to the extent that the participant is prevented
from engaging in any substantial gainful activity and is eligible for and
receives a disability benefit under Title II of the Federal Social Security Act.
Notwithstanding the foregoing, the Committee may, in its discretion, permit
the exercise of an option after termination of a participant's employment or
engagement by the Company or during any absence from work because of total
disability.
(g) Grants to Committee Members. The Committee shall have no authority to
make grants to its members hereunder, rather the Board of Directors (with
members of the Committee abstaining) shall have the authority to make grants
under this Plan to members of the Committee. Any designation of such grants may
be by means of a formula specified by the Board of Directors to award grants
automatically at a stated time. Nothing in this Section 5(g) shall be
interpreted to prohibit the Board of Directors from granting options or rights
to its members if the Board of Directors is administering the Plan in accordance
with Section 2(a) above.
6. Stock Appreciation Rights.
(a) Grant. Stock appreciation rights may be granted by the Committee under
this Plan upon such terms and conditions as it may prescribe. A stock
appreciation right may be granted in connection with an option previously
granted to or to be granted under this Plan or may be granted by itself. Each
stock appreciation right related to an option (a "Tandem Right") shall become
nonexercisable and be forfeited if the option to which it relates (the "Related
Option") is exercised. "Stock appreciation right" as used in this Plan means a
right to receive the excess of Fair Market Value, on the date of exercise, of a
share of the Company's Common Stock on which an appreciation right is exercised
over the option price provided for in the related option and is issued in
consideration of services performed for the Company or for its benefit by the
participant. Such excess is hereafter called "the differential."
(b) Exercise of Stock Appreciation Rights. Stock appreciation rights shall
be exercisable and be payable in the following manner:
(i) A stock appreciation right not issued with a Related Option (a
"Separate Right") shall be exercisable at the time or times prescribed by
the Committee. A Tandem Right shall be exercisable by the participant at
the same time or times that the Related Option could be exercised. A
participant wishing to exercise a stock appreciation right shall give
written notice of
6
<PAGE>
such exercise to the Company. Upon receipt of such notice, the Company
shall determine, in its sole discretion, whether the participant's stock
appreciation rights shall be paid in cash or in shares of the Company's
Common Stock or any combination of cash and shares and thereupon shall,
without deducting any transfer or issue tax, deliver to the person
exercising such right an amount of cash or shares of the Company's Common
Stock or a combination thereof with a value equal to the differential. The
date the Company receives the written notice of exercise hereunder is the
exercise date. The shares issued upon the exercise of a stock appreciation
right may consist of shares of the Company's authorized but unissued Common
Stock or of its authorized and issued Common Stock reacquired by the
Company and held in its treasury or any combination thereof. No fractional
share of Common Stock shall be issued; rather, the Committee shall
determine whether cash shall be given in lieu of such fractional share or
whether such fractional share shall be eliminated.
(ii) The exercise of a Tandem Right shall automatically result in the
surrender of the Related Option by the participant on a share for share
basis. Likewise, the exercise of a stock option shall automatically result
in the surrender of the related Tandem Right. Shares covered by surrendered
options shall be available for granting further options under this Plan
except to the extent and in the amount that such rights are paid by the
Company with shares of stock, as more fully discussed in Section 4 hereof.
(iii) The Committee may impose any other terms and conditions it
prescribes upon the exercise of a stock appreciation right, which
conditions may include a condition that the stock appreciation right may
only be exercised in accordance with rules and regulations adopted by the
Committee from time to time.
(c) Limitation on Payments. Notwithstanding any other provision of this
Plan, the Committee may from time to time determine, including at the time of
exercise, the maximum amount of cash or stock which may be given upon exercise
of any stock appreciation right in any year; provided, however, that all such
amounts shall be paid in full no later than the end of the year immediately
following the year in which the participant exercised such stock appreciation
rights. Any determination under this paragraph may be changed by the Committee
from time to time provided that no such change shall require the participant to
return to the Company any amount theretofore received or to extend the period
within which the Company is required to make full payment of the amount due as
the result of the exercise of the participant's stock appreciation rights.
(d) Expiration or termination of stock appreciation rights.
(i) Each Tandem Right and all rights and obligations thereunder shall
expire on the date on which the Related Option expires or
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<PAGE>
terminates. Each Separate Right shall expire on the date prescribed by the
Committee.
7. Effect of Changes in Capitalization
(a) Changes in Common Stock. If the number of outstanding shares of Common
Stock is increased or decreased or changed into or exchanged for a different
number or kind of shares or other securities of the Company by reason of any
recapitalization, reclassification, stock split-up, combination of shares,
exchange of shares, stock dividend or other distribution payable in capital
stock, or other increase or decrease in such shares effected without receipt of
consideration by the Company, occurring after the effective date of the Plan, a
proportionate and appropriate adjustment shall be made by the Company in the
number and kind of shares for which options or stock appreciation rights are
outstanding, so that the proportionate interest of the participant immediately
following such event shall, to the extent practicable, be the same as
immediately prior to such event. Any such adjustment in outstanding options
shall not change the aggregate option price payable with respect to shares
subject to the unexercised portion of the option outstanding but shall include a
corresponding proportionate adjustment in the option price per share. Similar
adjustments shall be made to the terms of stock appreciation rights.
(b) Reorganization with the Company Surviving. Subject to Section 7(c)
hereof, if the Company shall be the surviving entity in any reorganization,
merger or consolidation of the Company with one or more other entities, any
option theretofore granted pursuant to the Plan shall pertain to and apply to
the securities to which a holder of the number of shares of Common Stock subject
to such option would have been entitled immediately following such
reorganization, merger or consolidation, with a corresponding proportionate
adjustment of the option price per share so that the aggregate option price
thereafter shall be the same as the aggregate option price of the shares
remaining subject to the option immediately prior to such reorganization, merger
or consolidation. Similar adjustments shall be made to the terms of stock
appreciation rights.
(c) Other Reorganizations, Sale of Assets or Common Stock. Upon the
dissolution or liquidation of the Company, or upon a merger, consolidation or
reorganization of the Company with one or more other entities in which the
Company is not the surviving entity, or upon a sale of substantially all of the
assets of the Company to another person or entity, or upon any transaction
(including, without limitation, a merger or reorganization in which the Company
is the surviving entity) approved by the Board that results in any person or
entity (other than persons who are holders of stock of the Company at the time
the Plan is approved by the Stockholders and other than an Affiliate) owning 80
percent or more of the combined voting power of all classes of stock of the
Company, the Plan
8
<PAGE>
and all options and stock appreciation rights outstanding hereunder shall
terminate, except to the extent provision is made in connection with such
transaction for the continuation of the Plan and/or the assumption of the
options and stock appreciation rights theretofore granted, or for the
substitution for such options and stock appreciation rights of new options and
stock appreciation rights covering the stock of a successor entity, or a parent
or subsidiary thereof, with appropriate adjustments as to the number and kinds
of shares and exercise prices, in which event the Plan, options and stock
appreciation rights theretofore granted shall continue in the manner and under
the terms so provided. In the event of any such termination of the Plan, each
participant shall have the right (subject to the general limitations on exercise
set forth in Section 5(d) hereof and except as otherwise specifically provided
in the option agreement relating to such option or stock appreciation right),
immediately prior to the occurrence of such termination and during such period
occurring prior to such termination as the Committee in its sole discretion
shall designate, to exercise such option or stock appreciation right in whole or
in part, whether or not such option or stock appreciation right was otherwise
exercisable at the time such termination occurs, but subject to any additional
provisions that the Committee may, in its sole discretion, include in any option
agreement. The Committee shall send written notice of an event that will result
in such a termination to all participants not later than the time at which the
Company gives notice thereof to its stockholders.
(d) Adjustments. Adjustments under this Section 7 relating to stock or
securities of the Company shall be made by the Committee, whose determination in
that respect shall be final and conclusive. No fractional shares of Common Stock
or units of other securities shall be issued pursuant to any such adjustment,
and any fractions resulting from any such adjustment shall be eliminated in each
case by rounding downward to the nearest whole share or unit.
(e) No Limitations on Company. The grant of an option or stock appreciation
right pursuant to the Plan shall not affect or limit in any way the right or
power of the Company to make adjustments, reclassifications, reorganizations or
changes of its capital or business structure or to merge, consolidate, dissolve
or liquidate, or to sell or transfer all or any part of its business or assets.
8. Nontransferability. During a participant's lifetime, a right or an
option may be exercisable only by the participant. options and rights granted
under the Plan and the rights and privileges conferred thereby shall not be
subject to execution, attachment or similar process and may not be transferred,
assigned, pledged or hypothecated in any manner (whether by operation of law or
otherwise) other than by will or by the applicable laws of descent and
distribution. Notwithstanding the foregoing, to the extent permitted by
applicable law and, if the Company has a class of securities registered under
the Exchange Act, by Exchange Act Rule 16b-3, the Committee may, in its sole
discretion, (i) permit a recipient of a Nonqualified Stock Option to designate
in writing during the participant's lifetime
9
<PAGE>
a beneficiary to receive and exercise the participant's Nonqualified Stock
Options in the event of such participant's death (as provided in Section 5(f)),
(ii) grant Nonqualified Stock Options that are transferable to the immediate
family, a family trust of the participant or any other legal entity in which
immediate family members own or hold the only interests and (iii) modify
existing Nonqualified Stock Options to be transferable to the immediate family,
a family trust or a family legal entity of the participant. Any other attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of any option or
right under the Plan, or of any right or privilege conferred thereby, contrary
to the provisions of the Plan shall be null and void.
9. Amendment, Suspension, or Termination of Plan. The Committee or the
Board of Directors may at any time suspend or terminate the Plan and may amend
it from time to time in such respects as the Committee may deem advisable in
order that options and rights granted hereunder shall conform to any change in
the law, or in any other respect which the Committee or the Board may deem to be
in the best interests of the Company; provided, however, that no such amendment
shall, without the participant's consent, alter or impair any of the rights or
obligations under any option or stock appreciation rights theretofore granted to
him or her under the Plan; and provided further that no such amendment shall,
without shareholder approval, increase the total number of shares available for
grants of options or rights under the Plan (except as provided by Section 7
hereof).
10. Effective Date. The effective date of the Plan is December 14, 1995.
11. Termination Date. Unless this Plan shall have been previously
terminated by the Committee, this Plan shall terminate on December 14, 2005,
except as to stock, options and rights theretofore granted and outstanding under
the Plan at that date, and no stock, option or right shall be granted after that
date.
12. Resale of Shares Purchased. All shares of stock acquired under this
Plan may be freely resold, subject to applicable state and federal securities
laws restricting their transfer. As a condition to exercise of an option,
however, the Company may impose various conditions, including a requirement that
the person exercising such option represent and warrant that, at the time of
such exercise, the shares of Common Stock being purchased are being purchased
for investment and not with a view to resale or distribution thereof. In
addition, the resale of shares purchased upon the exercise of Incentive Stock
Options may cause the employee to lose certain tax benefits if the employee
fails to comply with the holding period requirements described in Section 5(e)
hereof.
13. Acceleration of Rights and Options. If the Company or its shareholders
enter into an agreement to dispose of all or substantially all of the
10
<PAGE>
assets or stock of the Company by means of a sale, merger or other
reorganization, liquidation, or otherwise, any right or option granted pursuant
to the Plan shall become immediately and fully exercisable during the period
commencing as of the date of the agreement to dispose of all or substantially
all of the assets or stock of the Company and ending when the disposition of
assets or stock contemplated by that agreement is consummated or the option is
otherwise terminated in accordance with its provisions or the provisions of the
Plan, whichever occurs first; provided that no option or right shall be
immediately exercisable under this Section on account of any agreement of merger
or other reorganization where the shareholders of the Company immediately before
the consummation of the transaction will own 50% or more of the total combined
voting power of all classes of stock entitled to vote of the surviving entity
(whether the Company or some other entity) immediately after the consummation of
the transaction. In the event the transaction contemplated by the agreement
referred to in this section is not consummated, but rather is terminated,
canceled or expires, the options and rights granted pursuant to the Plan shall
thereafter be treated as if that agreement had never been entered into. In the
event any provision of the Plan or any option or right granted pursuant to the
Plan would prevent the use of pooling of interests accounting in a corporate
transaction involving the Company and such transaction is contingent upon
pooling of interests accounting, then that provision shall be deemed amended or
revoked to the extent required to preserve such pooling of interests. The
Company may require in any agreement that an optionee who receives a grant under
the Plan shall, upon advice from the Company, take (or refrain from taking, as
appropriate) all actions necessary or desirable to ensure that pooling of
interests accounting is available.
14. Written Notice Required; Tax Withholding. Any option or right granted
pursuant to the Plan shall be exercised when written notice of that exercise by
the participant has been received by the Company at its principal office and,
with respect to options, when full payment for the shares with respect to which
the option is exercised has been received by the Company. By accepting a grant
under the Plan, each participant agrees that, if and to the extent required by
law, the Company shall withhold or require the payment by participant of any
state, federal or local taxes resulting from the exercise of an option or right;
provided, however, that to the extent permitted by law, the Committee (or, for
Committee members, the Board) may in its discretion, permit some or all of such
withholding obligation to be satisfied by the delivery by the participant of, or
the retention by the Company of, shares of its Common Stock.
15. Compliance with Securities Laws. Shares shall not be issued with
respect to any option or right granted under the Plan unless the exercise of
that option and the issuance and delivery of the shares pursuant thereto shall
comply with all relevant provisions of state and federal law, including without
limitation the Securities Act of 1933, as amended, the rules and regulations
promulgated thereunder and the requirements of any stock exchange or automated
11
<PAGE>
quotation system upon which shares of the Company's stock may then be listed or
traded, and shall be further subject to the approval of counsel for the Company
with respect to such compliance. Further, each participant must consent to the
imposition of a legend on the certificate representing the shares of Common
Stock issued upon the exercise of the option or right restricting their
transferability as may be required by law, the option or right, or the Plan.
16. Waiver of Vesting Restrictions by Committee. Notwithstanding any
provision of the Plan, the Committee shall have the discretion to waive any
vesting restrictions on the participant's options or rights, or the early
termination thereof.
17. Reports to Participants. The Company shall furnish to each participant
a copy of the annual report, if any, sent to the Company's shareholders. Upon
written request, the Company shall furnish to each participant a copy of its
most recent annual report and each quarterly report to shareholders issued since
the end of the Company's most recent fiscal year.
18. No Employee Contract. The grant of restricted stock or an option or
right under the Plan shall not confer upon any participant any right with
respect to continuation of employment by, or the rendition of advisory or
consulting services to, the Company, nor shall it interfere in any way with the
Company's right to terminate the participant's employment or services at any
time.
As adopted by the Board of Directors of the Company on December 14, 1995,
as approved by stockholders on July 26, 1996, as amended and restated by the
Board of Directors on October 25, 1997, as amended and restated by the Board of
Directors on January 17, 1998 and as approved by stockholders (with respect to
the increase in the number of shares) on February 26, 1998, as further amended
and restated by the Board of Directors on May 14, 1999 and as approved by the
stockholders (with respect to the increase in the number of shares) on June 16,
1999, and as further amended and restated by the Board of Directors on December
16, 1999 and as approved by the stockholders (with respect to the increase in
the number of shares) on March 23, 2000.
eGlobe, Inc.
By:______________________________
12
EXHIBIT 5.1
[LETTERHEAD OF HOGAN & HARTSON L.L.P.]
May 24, 2000
Board of Directors
eGlobe, Inc..
1250 24th Street, N.W., Suite 725
Washington, D.C. 20037
Members of the Board of Directors:
This firm has acted as counsel to eGlobe, Inc. (the "Company"), a Delaware
corporation, in connection with its registration, pursuant to a registration
statement on Form S-8 (the "Registration Statement"), of 3,750,000 shares (the
"Shares") of common stock, par value $.001 per share, of the Company, issuable
under the Company's 1995 Employee Stock Option and Appreciation Plan (the "Stock
Option Plan"). This letter is furnished to you at your request to enable you to
fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R.
(S)229.601(b)(5), in connection with such registration.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. A copy of the Stock Option Plan, as certified by the Secretary of the
Company on the date hereof as then being complete, accurate and in
effect.
3. The Restated Certificate of Incorporation of the Company, as certified
by the Secretary of the Company on the date hereof as then being
complete, accurate and in effect.
4. The Amended and Restated By-laws of the Company, as certified by the
Secretary of the Company on the date hereof as then being complete,
accurate and in effect.
5. A certificate of good standing of the Company issued by the Secretary
of State of the State of Delaware dated May 23, 2000.
6. Resolutions of the Board of Directors of the Company adopted on
January 28, 2000 and on April 27, 2000, as certified by the Secretary
of the Company on the date hereof as then being complete, accurate and
in effect.
7. Resolutions of the stockholders of the Company adopted at a meeting
held on March 23, 2000, as certified by the Secretary of the Company
on the date hereof as then being complete, accurate and in effect.
8. A certificate of officers of the Company, dated May 24, 2000, as to
certain facts relating to the Company.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity, accuracy and completeness of all documents submitted to us as
originals, and the conformity with the original documents of all
<PAGE>
documents submitted to us as certified, telecopies, photostatic, or reproduced
copies. This opinion letter is given, and all statements herein are made, in the
context of the foregoing.
This opinion letter is based as to matters of law solely on the Delaware
General Corporation Law, as amended. We express no opinion herein as to any
other laws, statutes, ordinances, rules or regulations. As used herein, the term
"Delaware General Corporation Law, as amended" includes the statutory provisions
contained therein, all applicable provisions of the Delaware Constitution, and
reported judicial decisions interpreting these laws.
Based upon, subject to, and limited by the foregoing, we are of the opinion
that the Shares, when issued and delivered in the manner and on the terms
contemplated in the Registration Statement and the Stock Option Plan (with the
Company having received the consideration therefor as specified in the Stock
Option Plan, the form of which is in accordance with applicable law), will be
validly issued, fully paid and non-assessable.
This opinion letter has been prepared solely for your use in connection
with the filing of the Registration Statement on or about the date of this
opinion letter, and should not be quoted in whole or in part or otherwise be
referred to, nor be filed with or furnished to any governmental agency or other
person or entity, without the prior written consent of this firm. We assume no
obligation to advise you of any changes in the foregoing subsequent to the
delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to
the Registration Statement. In giving this consent, we do not thereby admit that
we are an "expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/S/ HOGAN & HARTSON L.L.P.
HOGAN & HARTSON L.L.P.
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
eGlobe, Inc.
Washington, DC
We hereby consent to the incorporation by reference in this Registration
Statement of our reports dated March 24, 2000, except for Notes 10 and 18, which
are as of April 6, 2000 relating to the consolidated financial statements and
schedule and supplemental consolidated financial statements and schedule of
eGlobe, Inc. and subsidiaries, appearing in the Company's Annual Report on Form
10-K for the year ended December 31, 1999 and in the Company's Current Report on
Form 8-K dated May 22, 2000, respectively.
We hereby consent to the incorporation by reference in this Registration
Statement of our report dated March 26, 1999 relating to the combined
consolidated financial statements of Telekey, Inc. and subsidiary and Travelers
Teleservices, Inc., appearing in the Current Report on Form 8-K/A dated April
30, 1999.
We hereby consent to the incorporation by reference in this Registration
Statement of our report dated July 21, 1999 relating to the combined financial
statements of Connectsoft Communications Corporation, appearing in the Current
Report on Form 8-K/A dated August 31, 1999.
We hereby consent to the incorporation by reference in this Registration
Statement of our report dated December 16, 1999 relating to the combined
financial statements of Highpoint International Telecom, Inc. and affiliates,
appearing in the Current Report on Form 8-K/A dated December 28, 1999.
We hereby consent to the incorporation by reference in this Registration
Statement of our report dated February 3, 2000 relating to the financial
statements of Coast International, Inc., appearing in the Current Report on Form
8-K/A dated February 15, 2000.
/s/ BDO Seidman, LLP
Denver, Colorado
May 19, 2000
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the eGlobe, Inc. 1995 Employee Stock Option and
Appreciation Rights Plan of our report dated February 25, 2000, with respect to
the consolidated financial statements of Trans Global Communications, Inc. and
subsidiaries, included in eGlobe Inc.'s Current Report on Form 8-K/A filed on
May 22, 2000 with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
May 19, 2000
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 4, 1999 relating to the
financial statements of Oasis Reservations Services, Inc., which appear in the
Current Report on Form 8-K/A dated December 6, 1999.
/s/ Berkowitz Dick Pollack & Brant LLP
Miami, Florida
May 19, 2000
